Holdco Contribution Sample Clauses

Holdco Contribution. (a) At the Closing and immediately following the Exchange, Holdco shall Contribute to the capital of the Company (i) all of Holdco's right, title and interest in and to all of the TWE Partnership Interests set forth in Section 2.7 of the AOLTW Disclosure Letter, which will constitute all of the TWE Partnership Interests held by Holdco and (ii) pursuant to and in accordance with the TWIC Contribution Agreement, all of Holdco's right, title and interest in and to all of the TWIC Broadband Assets (other than TWIC Delayed Transfer Assets), in each case, free and clear of all Liens other than the Company Assumed Liabilities (the assets described in clauses (i) and (ii) being referred to collectively as the "COMPANY TRANSFERRED ASSETS"); (b) At the Closing and concurrently with the contribution described in clause (a) of this Section 2.7, the Company shall assume, and agree to pay and discharge as and when they become due (i) all of Holdco's TWE Partnership Liabilities (after giving effect to the assumption by Holdco of ATC's TWE Partnership Liabilities (to the extent relating to the portion of the TWE Partnership Interests transferred by ATC to Holdco) in the TWE Transfer) excluding TWE Partnership Liabilities relating to, arising out of or resulting from the TWE Non-Broadband Business and (ii) the TWIC Broadband Liabilities pursuant to the TWIC Contribution Agreement (the liabilities described in clauses (i) and (ii) being referred to collectively as the "COMPANY ASSUMED LIABILITIES"). (c) In furtherance of the Holdco Contribution and the assumption of the Company Assumed Liabilities, (i) Holdco shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the Contribution of the Company Transferred Assets to the Company and (ii) the Company shall execute and deliver, to Holdco and its Subsidiaries such instruments of assumption and other Contracts as and to the extent necessary to evidence the valid and effective assumption of the Company Assumed Liabilities by the Company. (d) In consideration of the Holdco Contribution, the Company shall issue to Holdco 746 shares of Company Class A Common Stock. The Company Class A Common Stock to be issued pursuant to the preceding sentence shall, when issued, be duly authorized, validly issued, fully paid and nonasse...
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Holdco Contribution. 28 2.8 The TWE Recapitalization........................29
Sample 1
Holdco Contribution. Effective following the Internal Distribution and the transfers and assumptions described in Section 1.02(e), Parent shall Convey to HoldCo and HoldCo shall accept, all of the outstanding equity securities of Energy Supply in accordance with the Separation Plan, in each case free and clear of any Security Interest other than pursuant to the Financings, following which Energy Supply shall be a wholly-owned, direct Subsidiary of HoldCo (together with any Conveyance of Energy Supply Liabilities from Parent to HoldCo pursuant to Section 1.02(f), the “HoldCo Contribution”), in a transaction intended to qualify, together with the Distribution, as a tax-free reorganization pursuant to Sections 368(a)(1)(D) and 355 of the Code.
Sample 1

Related to Holdco Contribution

  • No Contribution Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Retirement Contribution 1. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay its cost of the 6.5% or 7.5% retirement contribution for employees in the bargaining unit who are covered under special Law Enforcement retirement plans. 2. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay the cost of the 6.5% or 7.5% retirement contribution for employees in the following classifications.

  • City Contribution The City agrees to maintain health and dental benefits at present levels for the life of the Agreement.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Financial contribution 1. The Union shall pay Seychelles a financial contribution in accordance with the terms and conditions laid down in the implementing Protocol to this Agreement. That contribution shall consist of two related elements, namely: (a) access to the Seychelles fishing zone and fisheries resources, without prejudice to the access costs borne by the ship- owners; and (b) Union's financial support for reinforcing responsible fishing policy and the sustainable exploitation of fisheries resources in Seychelles' waters. 2. The component of the financial contribution for the sectoral support referred to in point (b) of paragraph 1 shall be independent of the payments regarding access costs and shall be determined and managed in the light of the objectives identified by mutual consent between the Parties in accordance with the implementing Protocol to this Agreement, to be achieved in the context of the sectoral fisheries policy of Seychelles and the annual and multi-annual programme for its implementation. 3. The financial contribution granted by the Union shall be paid each year in accordance with the implementing Protocol to this Agreement and subject to this Agreement: (a) the amount of the contribution referred to in point (a) of paragraph 1 may be revised by the Joint Committee in respect of: (i) exceptional circumstances, other than natural phenomena, preventing fishing activities in the Seychelles fishing zone; (ii) a reduction in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties for the purposes of managing the stocks concerned, where this is considered necessary for the conservation and sustainable exploitation of resources on the basis of the best available scientific advice; (iii) an increase in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties where the best available scientific advice concurs that the state of resources so permits; (b) the amount of the contribution referred to in point (b) of paragraph 1 may be revised as a result of a reassessment of the terms of the financial contribution for implementing the sectoral fisheries policy of Seychelles, where this is warranted by the specific results of the annual and multiannual programming observed by both Parties; (c) the contribution referred to in paragraph 1 may be suspended as a result of the application of Article 16 or 17 of this Agreement.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • Retirement Contributions On behalf of employees, the State will continue to “pick up” the six percent (6%) employee contribution, payable pursuant to law. The parties acknowledge that various challenges have been filed that contest the lawfulness, including the constitutionality, of various aspects of PERS reform legislation enacted by the 2003 Legislative Assembly, including Chapters 67 (HB 2003) and 68 (HB 2004) of Oregon Laws 2003 (“PERS Litigation”). Nothing in this Agreement shall constitute a waiver of any party’s rights, claims or defenses with respect to the PERS Litigation.

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